Pink Fete, LLC — Confidentiality, Intellectual Property & Business Protection Agreement
This Confidentiality, Intellectual Property & Business Protection Agreement (the "Agreement") is made available by Pink Fete, LLC ("Pink Fete," the "Company," or the "Disclosing Party") to the individual or business identified in the electronic acceptance or signature section below (the "Recipient"). This Agreement becomes effective on the date the Recipient electronically accepts or signs it (the "Effective Date").
Pink Fete values collaboration, innovation, creativity, privacy, and professional relationships. This Agreement establishes clear expectations regarding confidentiality, intellectual property, proprietary business information, community protection, and the protection of the relationships and operational methods that contribute to Pink Fete's success.
Defines "Recipient," "Confidential Information" (business plans, event concepts, marketing strategies, vendor relationships, operational procedures, IP, trade secrets, and any information a reasonable person would understand to be confidential), "Trade Secrets" (protected under Virginia Uniform Trade Secrets Act), "Intellectual Property" (copyrights, trademarks, event names, creative works, etc.), and "Business Relationships."
Confidential Information does not include information that was lawfully known to Recipient before disclosure, becomes publicly available through no breach of this Agreement, is received from an independent third party not under confidentiality, or is independently developed by Recipient without use of Pink Fete's information.
Recipient shall hold Confidential Information in strict confidence, use it solely for authorized purposes, disclose only to those with a legitimate need to know, not sell or exploit it without prior written consent, not remove proprietary notices, and promptly comply with Pink Fete's written instructions.
All Confidential Information and Intellectual Property remain the exclusive property of Pink Fete. Disclosure does not transfer title or ownership. Recipient shall not claim authorship, ownership, or any other interest in Pink Fete's IP.
Recipient may use Confidential Information only for the specific purpose authorized by Pink Fete in writing. No license is granted by implication, estoppel, or otherwise.
Recipient shall not reverse engineer, duplicate, recreate, copy, imitate, adapt, rebrand, or assist another person in developing any event, experience, campaign, business model, or substantially similar offering using Pink Fete's Confidential Information or Intellectual Property.
Recipient shall not disclose or expose guest/member identities, vetting methods, venue addresses before public release, security plans, staffing assignments, or private event logistics. Recipient shall follow applicable privacy laws and Pink Fete's written privacy instructions.
Recipient shall not audio record, video record, photograph, livestream, screenshot, transcribe, or otherwise capture confidential meetings, planning sessions, strategy discussions, private events, or documents without Pink Fete's prior written consent.
During the term and for twelve (12) months after the most recent introduction involving a particular Business Relationship, Recipient shall not circumvent Pink Fete by engaging that relationship in connection with the specific event, experience, campaign, or offering that Pink Fete introduced. This Article does not restrict the ordinary services the Recipient already provides independently (for example, a vendor's standard service offerings to a client) where the engagement is unrelated to and does not reproduce or closely resemble a Pink Fete experience, concept, or offering. Where the Recipient and that Business Relationship pursue an opportunity that reproduces, replicates, or is substantially similar to a Pink Fete event, experience, concept, or offering, an approved referral is required, with a Founder Referral Fee of $100.00 or 10% of the new engagement's gross value, whichever is greater.
Participation in discussions, planning, or preliminary work does not create entitlement to compensation, reimbursement, ownership, exclusivity, future work, selection, partnership, employment, or any other business opportunity.
Recipient shall not knowingly make, publish, encourage, or communicate false statements of fact or malicious statements intended to damage Pink Fete's reputation, goodwill, community trust, business relationships, or commercial interests.
Recipient shall not disclose, publish, announce, hint at, leak, preview, or otherwise communicate Confidential Information before Pink Fete publicly releases the information or provides prior written authorization.
Upon Pink Fete's written request, Recipient shall promptly stop using Confidential Information and return or permanently destroy all copies, extracts, notes, files, credentials, photographs, recordings, and materials. Upon request, Recipient shall provide written certification of compliance.
Recipient shall notify Pink Fete in writing within twenty-four (24) hours after discovering any actual or suspected unauthorized access, disclosure, recording, loss, theft, security incident, or misuse involving Confidential Information.
If legally compelled to disclose Confidential Information, Recipient shall provide Pink Fete prompt written notice before disclosure so Pink Fete may seek a protective order or other remedy.
Pink Fete may seek temporary, preliminary, and permanent injunctive relief, specific performance, and any other legal or equitable remedy available under Virginia law for a breach of this Agreement.
Non-Trade-Secret Confidential Information shall remain protected for five (5) years after the most recent disclosure. Trade Secrets shall remain protected indefinitely. Privacy, community protection, ownership, and other provisions that by their nature should survive shall survive termination.
This Agreement does not create employment, a partnership, joint venture, agency, fiduciary relationship, franchise, ownership interest, exclusivity obligation, or authority to bind Pink Fete.
Pink Fete may discontinue negotiations at any time without liability. The prevailing party in a material breach action may recover reasonable attorney's fees. This Agreement is governed by the laws of the Commonwealth of Virginia. Electronic signatures are binding. Pink Fete may retain an electronic record of acceptance including the timestamp, identifying information, and email address.
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